This HomeAdvisor Website
License and Services Agreement ("Agreement") is between you,
("Customer" or "you"), and HomeAdvisor, Inc., an IAC
Corporation d/b/a HomeAdvisor ("HomeAdvisor" or "we"). Customer's
use of the Licensed Content, as defined below, or any products or services of
HomeAdvisor constitutes Customer's acceptance of the terms of this Agreement.
The term "Agreement" as used herein includes any and all Orders
(defined below) executed pursuant to this Agreement.

1.Licenses

a.Content
License

i.Content.
Pursuant to this Agreement, HomeAdvisor will develop a website
("Website") for your use while this Agreement remains in effect which
may include some or all of the following:

1.(a)
content provided by HomeAdvisor (which may include web site designs,
templates, graphics, fonts, illustrations and all other written or graphical
content in any form), any other HomeAdvisor created content
("HomeAdvisor Content") as well as (b) content that HomeAdvisor
licenses from third parties, ("Third Party Content"

4.HomeAdvisor
Content, Third Party Content, and Articles are collectively referred to herein
as the "Licensed Content")

ii.License
Grant. In consideration for the fees paid by you hereunder, while this
Agreement remains in effect, HomeAdvisor hereby grants Customer a revocable,
non-exclusive, non-sublicensable, non-transferrable, license to use, display,
transmit and publish the Licensed Content and Articles solely for use in online
and off-line promotion and advertising of Customer's business, and, where applicable,
subject to the terms of the license under which HomeAdvisor licenses any Third
Party Content or Articles from its licensors. Customer may not resell or
distribute any of the Licensed Content or Articles. HomeAdvisor reserves all
rights not expressly granted to Customer herein.

iii.For
any content on your Website, for which your membership in an organization is a
requirement to having rights to display such content (i.e. content from a trade
organization), your right to display such content terminates upon your failure
to maintain your membership with such organization.

iv.Not a
Purchase or Sale. You acknowledge and agree that neither the Website, nor the
Licensed Content is being sold to, or purchased by, you, and that HomeAdvisor,
or its licensors will continue to retain sole and exclusive ownership of the
Licensed Content.

v.Restrictions.
You expressly agree that Licensed Content shall not be incorporated into a
trademark or service mark. You agree to retain and display the copyright
symbol, the name "HomeAdvisor" and the Licensed Content's
HomeAdvisor SKU number (as applicable) as part of the electronic file and as
otherwise contained on the original Licensed Content. You may not post the
Licensed Content online in a downloadable format without the prior written
consent of HomeAdvisor. The Licensed Content may not be used in a
pornographic, defamatory, libelous or otherwise illegal manner, whether
directly or in context with other materials.

vi.In
certain instances HomeAdvisor is not acting as Licensor, but instead is
passing the License to certain items on to you, as Customer, from a third party
licensor. Examples of such an
instance include the passing on of licenses to Open Source software programs,
written content supplied by a third party, or that of stock photography
purchased elsewhere but published on your site. You agree that you are bound by
any such Third Party License Agreements that apply to your website.

b.License
to HomeAdvisor Technology

i.License
Grant. In consideration for the fees paid by you hereunder, HomeAdvisor hereby
grants you (i) a limited revocable, non-exclusive,non-sublicensable,
non-transferrable, license to use the "HomeAdvisor Technology"
(defined below) solely for your internal businesspurposes in conjunction with
your Website and solely for the purpose of accessing the services provided by
HomeAdvisor (which HomeAdvisor Technology license shall immediately and
automatically terminate upon termination or expiration of this Agreement, or
your breach of the terms of this Agreement). Customer may not resell or
distribute any of the HomeAdvisor Technology. All right, title and interest in
and to the HomeAdvisor Technology shall remain solely with HomeAdvisor. You
shall not, directly or indirectly, reverse engineer, decompile, disassemble or
otherwise attempt to derive source code or other trade secrets from any of the
HomeAdvisor Technology. HomeAdvisor reserves all rights not expressly granted
to Customer herein.

ii."HomeAdvisor
Technology" means HomeAdvisor's proprietary technology, including,
without limitation, HomeAdvisor services, software tools, the Mariposa Content
Management System, hardware designs, algorithms, software (in source code and
object code forms), user interface designs, architecture, class libraries,
objects and documentation (both printed and electronic), network designs,
know-how, trade secrets and any related intellectual property rights throughout
the world (whether owned by HomeAdvisor or licensed to HomeAdvisor from a
third party), and also including any derivatives, improvements, enhancements,
updates, modifications or extensions of HomeAdvisor Technology conceived,
reduced to practice or developed during the term of this Agreement by either
party.

You hereby grant to HomeAdvisor a non-exclusive, royalty-free,
worldwide right and license during the Term to do the following to the extent
necessary in the performance of Services under the Order: (a) digitize,
convert, install, upload, select, order, arrange, compile, combine,
synchronize, use, reproduce, store, process, retrieve, transmit, distribute,
publish, publicly display, publicly perform and hyperlink the "Customer
Content" (defined below); and (b) make archival or back-up copies of the
Customer Content and the Customer Website. Except for the rights expressly
granted above, HomeAdvisor is not acquiring any right, title or interest in or
to the Customer Content, all of which shall remain solely with Customer.
"Customer Content" means all data, graphics, text, names, marks,
logos, hypertext links to other websites and other information incorporated in,
transmitted through or published or displayed on the Customer Website, which is
provided by Customer or its agents, affiliates or "End Users". Any derivative
works of Licensed Content created by Customer or End Users or any third party
via alteration of HomeAdvisor Content shall not be considered "Customer
Content", but shall be deemed to be HomeAdvisor Content. "End
Users" means any "Person" who accesses or uses the Customer
Website via the Internet. "Person" means any individual, partnership,
joint venture, corporation, limited liability company, trust, unincorporated
association or organization, or government or any agency or political
subdivision thereof.

2.Term
and Termination

a.Term. Services provided by
HomeAdvisor will commence on the date indicated in the applicable insertion
order, purchase order, receipt, invoice, or other HomeAdvisor generated
purchase document ("Order"), and continue for the duration specified
in such Order. Thereafter, each Order, if applicable, will automatically renew
for successive one-month periods unless the Order is earlier terminated in
accordance with its terms or the terms below. This Agreement shall remain in
effect until such time as no Orders remain in effect (the "Term").

b.Termination. Each party shall each
have the right to terminate this Agreement, and any Order, at any time, and for
any reason or no reason, by providing not less than two (2) business days prior
notice to the other party. For your termination to be effective, you must
cancel your HomeAdvisor account by emailing customerrelations@HomeAdvisor.com. All of your
HomeAdvisor accounts must be paid in full before the termination will be
effective. HomeAdvisor shall have the right to terminate this Agreement and
any Order, immediately, without notice to Customer if Customer fails to comply
with any provision of this Agreement or with the HomeAdvisor Acceptable Use
Policy or ceases to make any payments due hereunder or pursuant to any Order.
If this Agreement is terminated, Customer must immediately cease all use of the
Licensed Content, destroy, or at HomeAdvisor's request, return the Licensed
Content to HomeAdvisor, and remove the Licensed Content from Customer's
premises, signs, advertisements, web site, internal systems and storage. In the
event HomeAdvisor determines, in its sole discretion, that any Licensed
Content provided by HomeAdvisor is likely to, or becomes subject to a claim of
infringement, HomeAdvisor shall have the right to demand that you cease all
use of such Licensed Content, and HomeAdvisor may replace the foregoing with
similar non-infringing content.

c.Effect
of Termination. Upon termination of this Agreement for any cause or reason
whatsoever

i.HomeAdvisor
may, at its sole discretion, permanently delete your website contents from
HomeAdvisor servers, and HomeAdvisor will not be able to, nor will
HomeAdvisor be liable for any inability to, reopen or restore such content;

ii.Neither
party shall have any further rights or obligations under this Agreement, except
as expressly set forth herein;

iii.The
provisions of Sections 1(a)(iv), 2, 4, 5, 8, 9(c), 10, 11, 12, 13, 14 of this
Agreement shall survive the expiration or termination of this Agreement for any
cause or reason whatsoever;

iv.Notwithstanding
anything herein to the contrary, you shall remain liable to HomeAdvisor for
any fees, indebtedness or other liability theretofore arising prior to the date
of termination of this Agreement. Within 30 days after the termination of this
Agreement, Customer will pay the all fees that would have become due over the
balance of the then-current term of any Orders ("Termination Charge")
to HomeAdvisor unless (i) HomeAdvisor terminated the Order or this Agreement
for convenience or (ii) you terminated the Order or Agreement due to a breach
by HomeAdvisor. The parties agree that the Termination Charge constitutes
consideration for HomeAdvisor's time, effort and expense in preparing and
reserving the capacity to perform its obligations hereunder, as actual damages
are difficult to ascertain. Termination of this Agreement and retention of
pre-paid fees and charges shall be in addition to, and not be in lieu of, any
other legal or equitable rights or remedies to which HomeAdvisor may be
entitled.

3.Website
Hosting Services This section applies to you if your website is hosted by
HomeAdvisor, Inc. or its third party hosting providers. You hereby certify
that you are at least 18 years of age.
Accordingly, you agree to be bound by the modified Agreement, prices and
policies if you continue to use our services.

a.Scope. HomeAdvisor will
supply website hosting services ("Hosting Services") for the amount
of server storage space (which shall not exceed 200 megabytes unless a separate
Order is signed for such additional server storage space) selected by you in
the applicable Order in exchange for payment of fees and full compliance with
the terms and conditions of this Agreement. In performing the Hosting Services,
HomeAdvisor will maintain sole and exclusive control and ownership of all
Internet protocol ("IP") numbers and addresses that may be assigned
to you and HomeAdvisor reserves the right to change or remove any and all IP
numbers and addresses at its sole discretion.

b.Content
and eMail.
In the event you use or access HomeAdvisor's email services, or use or access
your HomeAdvisor Website, you are responsible or producing, electronically
uploading and maintaining HTML files, (the "Uploaded Content") to
your website, and you hereby warrant that all such Uploaded Content shall be
owned or properly licensed by you and shall not adversely impact the Services
or violate any rights of any third parties. You are responsible for ensuring
that all Uploaded Content will function properly and as intended. You are
responsible for all activity originating from your Website. You assume
responsibility for all material on your website that was placed there by third
parties. HomeAdvisor reserves the right to zip (compress) any customer email
box that exceeds 50 megabytes in size. Customers with zipped boxes will be
notified and instructed on how to access or download their zipped email files.
If zipped boxes remain unaccessed for 30 days HomeAdvisor reserves the right
to delete the email box.

c.Technical
Knowledge.
Use of the Hosting Services requires a certain level of knowledge in the use of
Internet software, which can vary greatly depending on your anticipated use and
desired content of your website, and includes, but is not limited to, the
following: web publishing requires some knowledge of HTML, properly locating
and linking documents, graphics, text, sound, and image mapping; and email
requires knowledge of use of email software to receive and send email. You
acknowledge that you have the necessary knowledge to create, modify and
maintain your website. HomeAdvisor assumes no responsibility to provide you
with such knowledge

d.Back
Up. While we back up files continuously, we are in no way responsible for the
archiving of any website. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN CONTENT
USING RESOURCES THAT ARE SEPARATE FROM YOUR HOMEADVISOR HOSTING ACCOUNT. If
loss of data loaded onto your website by you occurs due to the fault of
HomeAdvisor, HomeAdvisor will attempt to recover the data at no charge.

e.Monitoring;
CDA and DMCA. HomeAdvisor reserves the right to monitor its systems and to
access and disclose any information as may be permitted or required by any law,
regulation or other governmental request to operate its systems properly, to
protect itself or its customers or for any other reason it deems necessary. As
such, we will fully cooperate with law enforcement authorities in investigating
suspected illegal activity and reserve the right to report to law enforcement
any suspected illegal activity of which we become aware. HomeAdvisor does not
intend that its Services or facilities be used in contravention of the
Communications Decency Act of 1996 (the "CDA") or any other
applicable law. You agree to comply with the requirements of the CDA and the
Digital Millennium Copyright Act (the "DMCA") and acknowledge that
HomeAdvisor is a "service provider" under the DMCA and is therefore
immune from liability under the DMCA, including 17 U.S.C. § 512. HomeAdvisor
has the right to terminate customers who are found to be infringing copyrights
of others. HomeAdvisor also reserves the right to comply with the take-down
provisions of the DMCA and to seek injunctive, declaratory, interpleader or
other judicial or equitable relief (and, pending such action, to suspend all
access to your website) if any third-party claim is made that your website
content or use violates any of the acceptable uses or your obligations or
representations described in this Agreement. HomeAdvisor encourages End Users
to report an alleged copyright infringement involving a user by sending a
notice that complies with the DMCA to: DMCA Notices - Attention: WSDTier2CustomerService@homeadvisor.com.

4.Disclaimer
Regarding Content.Websites are media whose content includes the personal opinions
and expressions of its owners and users. Neither the content of websites
located on HomeAdvisor's servers nor the links to other websites are screened,
approved, reviewed or endorsed by HomeAdvisor. HomeAdvisor is not a publisher
of any of the content of websites, or of any content that may be available
through the links to and from them, and is acting solely as web-hosting service
provider. The text and other material on HomeAdvisor hosted websites are the
opinion of the specific author and are not statements of advice, opinion or
information by HomeAdvisor.

5.Fees.You agree to pay and be
responsible and liable for all fees set forth on the applicable Order or other
HomeAdvisor generated transaction documents. You agree to provide HomeAdvisor
with accurate and complete billing information, including your legal name,
address, telephone number, e-mail address and applicable payment date and to
update this information immediately if any change occurs. You must secure your
account with a valid credit card. Payments must be submitted in advance of
receiving the Services, whether on a monthly, annual, or one-time basis, or
otherwise, as specified in the applicable Order or other HomeAdvisor generated
document. You authorize HomeAdvisor to bill your credit card for all Services
provided in advance. You authorize automatic billing by HomeAdvisor on an
on-going basis during the term of this Agreement. All accounts will be billed
at each designated interval (i.e., monthly, annually) automatically and without
notice. You are responsible for terminating account(s) and associated billing.
Delinquent accounts are those that remain unpaid for more than ten (10) days
past the date such payments are due, and additional fees may apply for late
payments and chargebacks. The Services may be suspended if your
account is delinquent, and HomeAdvisor may take down your website, in which
case, HomeAdvisor may cause to be displayed a 404 error or a page
communicating that the site is unavailable. Notwithstanding any other rights
HomeAdvisor may have in this Agreement, all of your website contents will be
destroyed if your account is delinquent for 60 days. HomeAdvisor accounts
continue to accrue charges while they are delinquent or if the Services are
suspended. You acknowledge responsibility for your account until payment in
full is made.

6.Domain
Names

a.Customer
Provided Domain Name. If you provide HomeAdvisor with a registered domain name for
your website, you shall be solely responsible for all aspects related to
management, renewal and payment of and for your domain name.

b.HomeAdvisor
Provided Domain Names. Upon Customer's request and subject to these following
provisions, HomeAdvisor will register an Internet domain name, or renew the
Customer's registration of an existing domain name, on behalf of Customer with
a registrar selected by HomeAdvisor and identified below (the
"Registrar").

c.Registration
of Domain Names. HomeAdvisor registration or renewal of any domain name is
subject to (i) HomeAdvisor receiving from Customer all information needed from
Customer in order to complete such registration, (ii) such domain name not
being in violation of any applicable law, rule or regulation or the policies of
the applicable Registrar or registry, and (iii) Customer's compliance with
these terms. Registration of a domain name is subject to availability of such
domain name for registration, and HomeAdvisor will not be responsible if a
domain name is not available for any reason. HomeAdvisor will also not be
responsible for any infringement of third-party rights caused by its
registration of a domain name for Customer, whether such domain name is
selected by Customer or by HomeAdvisor. Customer waives any claims it may have
against HomeAdvisor for, and hereby releases HomeAdvisor of and from, any
loss, damage, liability or expense arising out of, or relating to, the
registration of such domain name in any online or offline network directories,
membership lists or registration lists, or the release of the domain name from
such directories or lists following the termination of services by HomeAdvisor
for any reason. Customers may not register a domain name with HomeAdvisor
while hosting with another website provider, and customers may not use
HomeAdvisor name-servers to point their domain names outside of HomeAdvisor
IP space.

d.Domain
Name Renewal. Domain names are Customer's property upon registration, and
cannot be returned for refund. HomeAdvisor will endeavor to renew Customer's
domain name provided (a) HomeAdvisor has management of Customer's domain name
(through registration or transfer), and (b) this Agreement remains in effect
and Customer is not in breach of this Agreement. Customer agrees that
HomeAdvisor bears no responsibility or obligation to notify Customer of any
impending domain name expiration dates. HomeAdvisor shall have no liability to
you in the event your domain name is not renewed, for any reason."

e.Registrar
Terms and Conditions. All registrations and renewals will be subject to the terms and
conditions of the applicable domain name registrar (you may request the name of
the applicable registrar from HomeAdvisor at any time), available for review
at their respective web sites (the "Registrar Terms"). By submitting
any Order to HomeAdvisor for domain name services under these terms, the Customer
agrees to the Registrar Terms and understands and agrees to the Registrar's
privacy policy.

f.Changing
Registrars.

i.If
HomeAdvisor, in its sole discretion, accepts a domain transfer order from
Customer that requires that the domain name change registrars, the Customer
acknowledges that it is solely responsible for complying with the
acknowledgement policies of the losing registrar and/or reseller and may also
require the Customer to settle any open accounts it has with the losing
registrar and reseller. The Customer acknowledges and agrees that neither
HomeAdvisor nor the acquiring Registrar will bear any liability or responsibility
for any delay, inconvenience or expiration of domain name registration that
occurs as a consequence of the Customer's failure to respond timely to any
losing registrar query or request for confirmation.

ii.Upon
termination of this Agreement and by request of Customer, HomeAdvisor will
transfer Customer's domain to the registrar of Customer's choice provided: (a)
HomeAdvisor has management of Customer's domain (through registration or
transfer) and (b) Customer has fully paid all amounts due to HomeAdvisor for
any services provided by HomeAdvisor.

g.ICANN
and Other Authorities. Customer acknowledges that its rights to any domain name
registered or renewed by HomeAdvisor are not being granted by HomeAdvisor but
are subject to the rules and regulations of ICANN, the Registrar, the registry
and applicable law. Customer's inability to use a domain name shall not entitle
Customer to a refund by HomeAdvisor of any fees paid with respect to the
registration of such unusable domain name.

h.Contact
Information. The Customer agrees to keep its WHOIS information accurate and
up-to-date. The Customer must cause the e-mail address for the Administrative
Contact to be the same as the Customer's e-mail address maintained in
HomeAdvisor's billing records. If the e-mail address for the Administrative
Contact is not the same as the Customer's e-mail address maintained in
HomeAdvisor's billing records, HomeAdvisor may (but will have no duty to)
change the e-mail address for the Administrative Contact in the WHOIS records
of the registrar.

7.HomeAdvisor
Acceptable Use Policy.Customer will abide by and utilize the Services and the Customer
Website only in accordance with, the Acceptable Use Policy (the
"Acceptable Use Policy"), as such Acceptable Use Policy may be
changed by HomeAdvisor from time to time. The Acceptable Use Policy is hereby
incorporated herein and made a part hereof by this reference. Customer shall
impose the Acceptable Use Policy on its customers and End Users to the extent
necessary to ensure its compliance. Customer shall familiarize itself with the
Acceptable Use Policy and periodically access HomeAdvisor's website to
determine if HomeAdvisor has made any changes thereto. HomeAdvisor expressly
disclaims any obligation to monitor its Customers and other End Users with
respect to violations of the Acceptable Use Policy. HomeAdvisor has no
liability or responsibility for the actions of any of its Customers or other
End Users or any content any End User may post on any website. HomeAdvisor
encourages End Users to report violations of this policy by e-mail to:
WSDTier2CustomerService@homeadvisor.com, including in any such report the name of the offending
domain (for example, xyz.com) and the type of abuse (for example, spam, illegal
acts, harassment, etc.) in the "subject" field of the e-mail.

8.Customer's
Representations and Warranties. Customer hereby represents and warrants to
HomeAdvisor, and agrees that Customer will ensure that: (a) Customer is the
owner or valid licensee of the Customer Content and each element thereof, and
Customer has secured all necessary licenses, consents, permissions, waivers and
releases for the use of the Customer Content, including without limitation, all
trademarks, logos, names and likenesses contained therein, without any
obligation by HomeAdvisor to pay any fees, residuals, guild payments or other
compensation of any kind to any Person; (b) Customer's use, publication and
display of the Customer Content will not infringe any copyright, patent,
trademark, trade secret or other proprietary or intellectual property right of
any Person, or constitute a defamation, invasion of privacy or violation of any
right of publicity or any other right of any Person, including, without
limitation, any contractual, statutory or common law right or any "moral
right" or similar right however denominated; (c) Customer will comply with
all applicable laws, rules and regulations regarding the Customer Content and
the Customer Website and will use the Customer Website only for lawful purposes
and in strict accordance with the HomeAdvisor Acceptable Use Policy; (d) the
Customer Content is and will at all times remain free of all computer viruses,
worms, trojan horses and other malicious code; and (e) Customer will use the
Services only for business purposes and not for any family, household or
personal use.

9.Customer's
Responsibilities.

a.Customer
will cooperate fully with HomeAdvisor in connection with HomeAdvisor's
performance of the Services. Customer is responsible for providing any
equipment or software that may be necessary for Customer to use the Services.
Delays in Customer's performance of its obligations under this Agreement will
extend the time for HomeAdvisor's performance of its obligations that depend
on Customer's performance on a day for day basis. Customer will notify
HomeAdvisor of any change in Customer's contact information.

b.Customer
assumes full responsibility for providing End Users with any required
disclosure or explanation of the various features of the Customer Website and
any goods or services described therein, as well as any rules, terms or
conditions of use.

c.Because
the Hosting Services permit Customer to electronically transmit or upload
content directly to the Customer Website, Customer shall be fully responsible
for uploading all content to the Customer Website and supplementing, modifying
and updating the Customer Website. Customer is also responsible for ensuring
that the Customer Content and all aspects of the Customer Website are
compatible with the hardware and software used by HomeAdvisor to provide the
Hosting Services, as the same may be changed by HomeAdvisor from time to time.
Specifications for the hardware and software used by HomeAdvisor to provide
the Hosting Services will be available on HomeAdvisor's website. Customer
shall periodically access HomeAdvisor's website to determine if HomeAdvisor
has made any changes thereto. HomeAdvisor shall not be responsible for any
damages to the Customer Content, the Customer Website or other damages or any
malfunctions or service interruptions caused by any failure of the Customer
Content or the Customer Website to be compatible with the hardware and software
used by HomeAdvisor to provide the Hosting Services. Customer is solely
responsible for making back-up copies of the Customer Website and Customer
Content.

10.HomeAdvisor
Intellectual Property.HomeAdvisor's trademarks, tradenames, service marks, logos, other
names and marks, and related product and service names, design marks and
slogans are the sole and exclusive property of HomeAdvisor. Customer may not
use any of the foregoing in any advertising, publicity or in any other
commercial manner without the prior written consent of HomeAdvisor. Any
feedback, data, answers, questions, comments, suggestions, ideas or the like
which Customer sends to HomeAdvisor relating to the Services are the sole and
exclusive property of HomeAdvisor. HomeAdvisor may use, disclose or publish
any ideas, concepts, know-how or techniques contained in such information for
any purpose whatsoever.

11.Indemnification.Customer shall defend,
indemnify and hold harmless HomeAdvisor, its affiliates and their respective
present, former and future officers, directors, employees and agents, and their
respective heirs, legal representatives, successors and assigns (collectively
the "HomeAdvisor Indemnitees"), from and against any and all losses,
damages, costs, liabilities and expenses (including, without limitation,
amounts paid in settlement and reasonable attorneys' fees) which any of the
HomeAdvisor Indemnitees may suffer, incur or sustain resulting from or arising
out of (i) Customer's breach of any representation, warranty, obligation or
covenant contained in the Agreement, (ii) the Customer Content, the Customer
Website or any End User's use of the Customer Content or the Customer Website,
as well as with regard to any claims of defamation, libel, slander, obscenity,
pornography, or violation of the rights of privacy or publicity with respect to
any content on Customer's Website, (iii) violation by Customer or any of its
officers, directors, employees or agents of the HomeAdvisor Acceptable Use
Policy or any applicable law, including but not limited to any anti-spam laws,
or any other offensive, harassing or illegal conduct, (iv) claims or actions of
third parties alleging misappropriation of trade secrets or infringement of
patents, copyrights, trademarks or other intellectual property rights arising
from the use, display or publication of Customer's domain names, the Customer
Website, the Customer Content, or the use of the Services in combination with
hardware, software or content not provided by HomeAdvisor, (v) claims or
actions by third parties relating to or arising out of Customer's use of the
Services, (vi) any failure of the Customer Content or any aspect of the
Customer Website to be compatible with the hardware or software used by
HomeAdvisor to provide the Services, including any damage to HomeAdvisor's
servers or other hardware caused thereby, (vii) your placement or transmission
of any materials or content onto HomeAdvisor's servers or HomeAdvisor's third
party providers' servers, (viii) any damage or destruction to HomeAdvisor's
equipment or to any other accountholder, which damage is caused by or otherwise
results from acts or omissions by you, your representative(s) or your
designees.

12.Confidentiality.

a.Neither
party will, without the prior written consent of the other party, use or
disclose to any Person any Proprietary Information (defined below) of the other
party disclosed or made available to it, except for use of such Proprietary
Information as required in connection with the performance of its obligations
or use of the Services hereunder. "Proprietary Information" means all
technical, business and other information of a party (i) that is not generally
known to the public, (ii) that derives value, economic or otherwise, from not
being generally known to the public or to other Persons who can obtain value
from its disclosure or use, and (iii) which information is subject to efforts
that are reasonable under the circumstances to maintain the secrecy thereof.
Subject to Section 12(b), each party will (i) treat the other party's
Proprietary Information as secret and confidential, (ii) limit access to the
other party's Proprietary Information to those of its employees who require it
in order to effectuate the purposes of this Agreement, and (iii) not disclose
the other party's Proprietary Information to any other Person without the prior
written consent of the other party.

b.Notwithstanding
Section 12(a), the following shall not be considered Proprietary Information:
(i) any information that the receiving party can demonstrate by written
documentation was within its legitimate possession prior to the time of
disclosure by the disclosing party; (ii) any information that was in the public
domain prior to disclosure by the disclosing party as evidenced by documents
that were published prior to such disclosure; (iii) any information that, after
disclosure by the disclosing party, comes into the public domain through no
fault of the receiving party, (iv) any information that is disclosed to the
receiving party without restriction by a third party who has legitimate
possession thereof and the legal right to make such disclosure; or (v) any
information that, two years after expiration or termination of this Agreement,
does not constitute a trade secret under applicable law.

c.Each
party acknowledges that disclosure of any aspect of the Proprietary Information
of the other party shall immediately give rise to continuing irreparable injury
to the other party inadequately compensable in damages at law, and, without
prejudice to any other remedy available to the other party, shall entitle the
other party to injunctive or other equitable relief. Upon expiration or
termination of this Agreement for any reason, each party shall promptly return
to the other party all Proprietary Information of the other party (including
all copies thereof) in its possession or control.

13.Limited
Warranty; Disclaimer of Warranty; Limitation of Liability.

a.HomeAdvisor
represents and warrants to Customer that the Services will be performed (i) in
a manner consistent with industry standards reasonably applicable to the
performance thereof; (ii) at least at the same level of service as provided by
HomeAdvisor generally to its other customers for the same services; and (iii)
in compliance in all material respects with the applicable Order. Customer will
be deemed to have accepted such Services unless Customer notifies HomeAdvisor
within 30 days after performance of any Services of any breach of the foregoing
warranties. Customer's sole and exclusive remedy, and HomeAdvisor's sole
obligation, for breach of the foregoing warranties shall be for HomeAdvisor,
at its option, to re-perform the defective Services at no cost to Customer, or,
in the event of interruptions to the Services caused by a breach of the
foregoing warranties, issue Customer a credit in an amount equal to the current
monthly Service Fees pro-rated by the number of hours in which the Services
have been interrupted. HomeAdvisor may provision the Services from any of its
data centers and may from time to time re-provision the Services from different
data centers. The foregoing warranties shall not apply to performance issues or
defects in the Services (i) caused by factors outside of HomeAdvisor's
reasonable control; (ii) that resulted from any actions or inactions of
Customer or any third parties; or (iii) that resulted from Customer's equipment
or any third-party equipment not within the sole control of HomeAdvisor. You
acknowledge that except as set forth above, HomeAdvisor's Services are
provided "as is." Neither HomeAdvisor, nor any of its employees or
agents, warrants that the Services will be uninterrupted, error free or free
from viruses or other harmful components. HomeAdvisor is not responsible for
and hereby disclaims any warranties, either express or implied, regarding the
quality, accuracy, or validity of our data and content, non-infringement,
merchantability or fitness for a particular purpose of information available on
its servers or residing on or passing through its networks. Use of information
obtained from or through the Services is at your sole risk. Under no
circumstances will HomeAdvisor be liable to you or any other person for any
loss or damage caused by your reliance on information available on its servers
or obtained through the Services.

b.YOU
EXPRESSLY AGREE THAT USE OF LICENSED CONTENT (AND ANY CONTENT OR SOFTWARE
PROVIDED HEREUNDER BY HOMEADVISOR, INCLUDING THIRD PARTY SOFTWARE) AND
HOMEADVISOR'S SERVICES IS AT YOUR SOLE RISK. HOMEADVISOR DOES NOT WARRANT
THAT HOMEADVISOR'S PRODUCTS AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE OR COMPLETELY SECURE, AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH
REGARD TO THE INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED
VIA THE INTERNET; NOR DOES HOMEADVISOR MAKE ANY REPRESENTATIONS OR WARRANTIES
AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF HOMEADVISOR'S PRODUCTS AND
SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY OF THE CONTENT, INFORMATION,
SERVICES, OR MERCHANDISE PROVIDED BY OR THROUGH HOMEADVISOR. THE SERVICES
PROVIDED HEREUNDER PROVIDE THE PUBLIC WITH ACCESS TO YOUR WEBSITES AS STORED IN
ELECTRONIC FORM. BECAUSE SUCH ELECTRONIC DATA CAN BE CORRUPTED OR LOST
REGARDLESS OF WHAT PROTECTIONS ARE PROVIDED, AND BECAUSE PUBLICLY AVAILABLE
WEBSITES ARE SUBJECT TO POTENTIAL INFILTRATION OR HACKING BY THIRD PARTIES,
HOMEADVISOR CANNOT BE HELD LIABLE FOR LOST DATA OR ANY LOST PROFITS OR OTHER
DAMAGES RELATED THERETO. HOMEADVISOR WILL NOT BE LIABLE FOR ANY UNAUTHORIZED
ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR
INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED
OR STORED ON ITS SYSTEM. FURTHER, HOMEADVISOR MAKES NO REPRESENTATIONS OR
WARRANTIES REGARDING, AND DISCLAIMS ALL LIABILITY WITH RESPECT TO, THE UPTIME
OF YOUR WEBSITE OR THE HOMEADVISOR WEBSITE OR HOSTING SERVICES. HOMEADVISOR
ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR WEBSITE WILL BE
COMPATIBLE WITH OPERATING SYSTEMS OTHER THAN THOSE OPERATING SYSTEMS ON WHICH
YOUR WEBSITE IS BUILT, AND HOMEADVISOR DISCLAIMS ALL LIABILITY WITH RESPECT
THERETO.

c.EXCEPT
AS EXPRESSLY SET FORTH HEREIN, ALL CONTENT, SERVICES AND SOFTWARE (INCLUDING
THIRD PARTY SOFTWARE) ARE PROVIDED BY HOMEADVISOR ON AN "AS IS"
BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT.
HOMEADVISOR GRANTS NO RIGHTS AND MAKES NO WARRANTIES WITH REGARD TO THE USE OF
NAMES, ICONS, LOGOS, FONTS, TRADEMARKS, REGISTERED TRADEMARKS, UNREGISTERED
TRADEMARKS, OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY CONTENT, AND
CUSTOMER MUST SATISFY ITSELF THAT ALL THE NECESSARY RIGHTS OR CONSENTS
REGARDING ANY OF THE ABOVE, AS MAY BE REQUIRED FOR REPRODUCTION, HAVE BEEN
OBTAINED.

d.THIS
DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY HOWEVER CAUSED
INCLUDING BUT NOT LIMITED TO BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION,
INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER
VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS
TO, ALTERATION OF, OR USE OF DATA RECORDS, WHETHER FOR BREACH OF CONTRACT,
TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU
SPECIFICALLY ACKNOWLEDGE AND AGREE THAT HOMEADVISOR IS NOT LIABLE FOR THE
DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND
THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU AND YOUR
CUSTOMERS.

e.HOMEADVISOR
SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, OR LOST PROFITS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS
AND DAMAGES RELATED TO CORRUPTION OR DELETION OF WEBSITE CONTENTS, EVEN IF
HOMEADVISOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR
LOSSES, AND THE AGGREGATE, TOTAL LIABILITY OF HOMEADVISOR FOR ALL DAMAGES,
INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE)
ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE
HOMEADVISOR'S PRODUCTS AND/OR SERVICES SHALL BE LIMITED TO PROVEN DIRECT
DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNT, IF ANY, PAID BY YOU IN CONNECTION
WITH THE YOUR USE OF HOMEADVISOR'S PRODUCTS AND/OR SERVICES.

f.SOME
JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR
WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH
JURISDICTIONS, COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED
BY LAW.

14.Miscellaneous

a.Independent
Contractor. HomeAdvisor and Customer are independent contractors and nothing
contained in this Agreement places HomeAdvisor and Customer in the
relationship of principal and agent, master and servant, partners or joint
venturers. Neither party has, or may represent itself as having, any authority
to make contracts or enter into any agreements in the name of the other party,
or to obligate or bind the other party in any manner whatsoever.

b.Governing
Law; Jurisdiction. Any controversy or claim arising out of or relating to this
Agreement, the formation of this Agreement or the breach of this Agreement,
including any claim based upon arising from an alleged tort, shall be governed
by the substantive laws of the State of Maryland. Both parties submit to sole
and exclusive jurisdiction and venue in the state and federal courts of
Maryland. The United Nations Convention on Contracts for the International Sale
of Goods does not govern this Agreement. Notwithstanding the foregoing,
HomeAdvisor shall have the right to commence and prosecute any legal or
equitable action or proceeding before any court of competent jurisdiction to
obtain injunctive or other relief against Customer in the event that, in the
opinion of HomeAdvisor, such action is necessary or desirable.

c.Headings. The headings herein are
for convenience only and are not part of this Agreement.

d.Entire
Agreement;
Amendments. This Agreement, including documents incorporated herein by
reference, supersedes all prior discussions, negotiations and agreements
between the parties with respect to the subject matter hereof, and this
Agreement constitutes the sole and entire agreement between the parties with
respect to the matters covered hereby. In case of a conflict between this
Agreement and any Order, the terms and conditions of the Order shall control.
No additional terms or conditions relating to the subject matter of this
Agreement shall be effective unless approved in writing by any authorized
representative of Customer and HomeAdvisor. This Agreement may not be modified
or amended except by another agreement in writing executed by the parties
hereto; provided, however, that this Agreement may be modified from time to time
by HomeAdvisor in its sole discretion, which modifications will be effective
upon posting to HomeAdvisor's web site.

e.Severability. If any provision or
portion of any provision of this Agreement shall be held to be illegal, invalid
or unenforceable by a court of competent jurisdiction, it is the intention of
the parties that the remaining provisions or portions thereof shall constitute
their agreement with respect to the subject matter hereof, and all such
remaining provisions or portions thereof shall remain in full force and effect.

f.Notices. All notices and demands
required or contemplated hereunder by one party to the other shall be in
writing and shall be deemed to have been duly made and given upon date of
delivery if delivered in person or by an overnight delivery or postal service,
upon receipt if delivered by facsimile the receipt of which is confirmed by the
recipient, or upon the expiration of five days after the date of posting if
mailed by certified mail, postage prepaid, to the addresses or facsimile
numbers set forth on the applicable Order, or as otherwise provided herein.
Either party may change its address or facsimile number for purposes of this
Agreement by notice in writing to the other party as provided herein.
HomeAdvisor may give written notice to Customer via e-mail to the Customer's
e-mail address as maintained in HomeAdvisor's billing records.

g.Waiver. No failure or delay by
any party hereto to exercise any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy
by any party preclude any other or further exercise thereof or the exercise of
any other right or remedy. No express waiver or assent by any party hereto to
any breach of or default in any term or condition of this Agreement shall
constitute a waiver of or an assent to any succeeding breach of or default in
the same or any other term or condition hereof.

h.Assignment; Successors. Customer may
not assign or transfer this Agreement, or any of its rights or obligations
hereunder, without the prior written consent of HomeAdvisor. Any attempted
assignment in violation of the foregoing provision shall be null and void and
of no force or effect whatsoever. HomeAdvisor may assign its rights and
obligations under this Agreement, and may engage subcontractors or agents in
performing its duties and exercising its rights hereunder, without the consent
of Customer. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

i.Limitation
of Actions. No action, regardless of form, arising by reason of or in
connection with this Agreement may be brought by either party more than the
later of (i) one year after the cause of action has arisen or (ii) one year
after the cause of action is discovered.

j.Counterparts. If this Agreement is
signed manually, it may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute
one and the same instrument.

k.Force
Majeure.
Except for your payment obligations, neither party is liable for any default or
delay in the performance of any of its obligations under this Agreement (other
than failure to make payments when due) if such default or delay is caused,
directly or indirectly, by forces beyond such party's reasonable control,
including, without limitation, fire, flood, acts of God, labor disputes,
accidents, acts of war or terrorism, interruptions of transportation or
communications, supply shortages or the failure of any third party to perform
any commitment relative to the production or delivery of any equipment or
material required for such party to perform its obligations hereunder.

l.No
Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement,
nothing in this Agreement is intended, nor shall anything herein be construed
to confer any rights, legal or equitable, in any Person other than the parties
hereto and their respective successors and permitted assigns. Notwithstanding
the foregoing,

m.Government
Regulations. Customer may not export, re-export, transfer or make available,
whether directly or indirectly, any regulated item or information to anyone
outside the US in connection with this Agreement without first complying with
all export control laws and regulations which may be imposed by the US
government and any country or organization of nations within whose jurisdiction
Customer operates or does business.

n.Marketing. Customer agrees that
during the term of this Agreement HomeAdvisor may publicly refer to Customer,
orally and in writing, as a customer of HomeAdvisor. Any other public
reference to Customer by HomeAdvisor requires the written consent of Customer.

HomeAdvisor Acceptable
Use Policy

1.PROHIBITED
USES. Users
may not utilize the Services:

a.to
archive or backup software, or as a "warez" Website.

b.to
send mass unsolicited e-mail to third parties. Provided, however, that Users
may use software programs or services provided by HomeAdvisor to send
unsolicited commercial e-mail so long as the User ensures that such
transmissions comply with all applicable regulations, rules and laws,
including, without limitation, the U.S. CAN-SPAM Act of 2003.

c.in
connection with any illegal activity. Without limiting the general application
of this rule, Users may not utilize the Services:

ii.to
misappropriate or infringe the patents, copyrights, trademarks or other
intellectual property rights of any third party;

iii.to
traffic in illegal drugs, illegal gambling, obscene materials or other any
products or services that are prohibited under applicable law;

iv.to
export encryption software to points outside the United States in violation of
applicable export control laws; or

v.in
any manner that violates applicable law.

d.in
connection with any tortious or actionable activity. Without limiting the
general application of this rule, Users may not utilize the Services:

i.to
publish or disseminate information that (A) constitutes slander, libel or
defamation, (B) publicizes the personal information or likeness of a person
without that person's consent or (C) otherwise violates the privacy rights of
any person; or

ii.to
threaten persons with bodily harm, to make harassing or abusive statements or
messages, or to solicit the performance of acts or services that are illegal
under applicable law.

e.in
connection with any other disruptive or abusive activity. Without limiting the
general application of this rule, Users may not: utilize the Services:

i.to
cause denial of service attacks against HomeAdvisor or other network hosts or
Internet users or to otherwise degrade or impair the operation of
HomeAdvisor's servers or servers of the HomeAdvisor's third party providers
("HomeAdvisor's servers") and facilities or the servers and
facilities of other network hosts or Internet users;

v.to
subvert, or assist others in subverting, the security or integrity of any
HomeAdvisor systems, facilities or equipment;

vi.to
gain unauthorized access to the computer networks of HomeAdvisor or any other
person;

vii.to
provide passwords or access codes to persons not authorized to receive such
materials by the operator of the system requiring the password or access code;

viii.to
(A) forge the signature or other identifying mark or code of any other person,
(B) impersonate or assume the identity or any other person, or (C) engage in
any other activity (including "spoofing") to attempt to deceive or
mislead other persons regarding the true identity of the User (excluding the
use of anonymous remailers or Internet nicknames);

x.to
conduct port scans or other invasive procedures against any server (except any
server for which the User is an authorized system administrator);

xi.to
distribute, advertise or promote software or services that have the primary
purpose of encouraging or facilitating unsolicited commercial email or spam;

xii.to
solicit or collect, or distribute, advertise or promote, e-mail address lists
for the purpose of encouraging or facilitating unsolicited commercial e-mail or
spam;

xiii.in
any manner that might subject HomeAdvisor to unfavorable regulatory action,
subject HomeAdvisor to any liability for any reason, or adversely affect
HomeAdvisor's public image, reputation or goodwill, including, without
limitation, sending or distributing sexually explicit,hateful, vulgar,
racially, ethnically or otherwise objectionable materials as determined by
HomeAdvisor in its sole discretion;

xiv.to
use any third party software that impairs, disrupts, destroys, or otherwise
damages or has potential to damage HomeAdvisor's servers and facilities or the
servers and facilities of other network hosts or Internet users; or

xv.in
any other manner to interrupt or interfere with the Internet usage of other
persons.

2.USE
AND MISUSE OF THE HOSTING SERVICES

You agree to use the Services only for lawful purposes, in
compliance with all applicable laws. Illegality includes, but is not limited
to, computer 'hacking', music file swapping, non-legal gaming, distribution of
pornographic material; sending a message or having content that is obscene,
lewd, lascivious, filthy, or indecent with intent to annoy, abuse, threaten, or
harass another person; threatening bodily harm or damage to individuals or
groups; violating U.S. export restrictions; stalking; or violating other state
or federal law, such as the Electronic Communications Privacy Act, the Computer
Fraud and Abuse Act, or the Economic Espionage Act. Linking to illegal material
is also prohibited.

YOU AGREE TO WAIVE ANY CLAIMS AGAINST, AND HOLD HOMEADVISOR
HARMLESS FROM ANY CLAIMS RELATING TO ANY ACTION TAKEN BY HOMEADVISOR AS PART
OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT
OF ITS CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS
THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES WHATSOEVER FROM HOMEADVISOR AS A
RESULT OF HOMEADVISOR'S DECISION TO REMOVE MATERIAL FROM ITS SERVERS, WARN
YOU, SUSPEND OR TERMINATE YOUR ACCOUNT, OR TAKE ANY OTHER ACTION DURING THE
INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF HOMEADVISOR'S
CONCLUSION THAT A VIOLATION HAS OCCURRED. THIS WAIVER APPLIES TO ALL VIOLATIONS
DESCRIBED IN THIS AGREEMENT.

3.USE
AND MISUSE OF MATERIALS

Materials in the public domain may be downloaded or uploaded using
the Services. If you re-distribute materials in the public domain, You assume
all risks regarding the determination of whether the material is in the public
domain. You are prohibited from storing, distributing or transmitting any
unlawful material through the Services. Note: Pornography and sex-related
merchandising, or links to such material, even if legal, are not acceptable
uses of HomeAdvisor's servers and Services. You may not post, upload or
otherwise distribute copyrighted material on HomeAdvisor's servers without the
consent of the copyright holder.

Unacceptable uses of website content also include the presence of
the following programs or the activities associated with them, regardless of
whether or not any actual intrusion results in the corruption or loss of data:
server broadcast messages or any message sent on an intrusive basis to any
directly or indirectly attached network; attempts to circumvent any user
authentication or security of host, network, or account; accessing data not
intended for user; probing the security of any network; spawning dozens of
processes; port scans, ping floods, packet spoofing, and forging router
information; denial of service attacks, sniffers, flooding, spoofing, ping
bombing, promulgation of viruses; and use of IRC bots.

Other examples of unacceptable activities include posting
private information about a person without his or her consent, defaming a
person or business, and knowingly making available code that will have a
deleterious effect on third-party computers. Where there are allegations that
your on-line activity has violated the legal rights of a third party,
HomeAdvisor may, in its sole discretion, remove content from your Website,
and/or terminate your account and this Agreement.

4.EMAIL
USE.

With respect to your use of HomeAdvisor Email services, the
following actions are strictly prohibited: spamming (sending unsolicited
advertising to those with which you have no existing business relationship and
posting off-topic advertising in newsgroups); spoofing (using a return email
address that is not the valid reply address of the sender or sending an email
message that does not contain enough information to enable the recipient to
identify you); passive spamming (promoting a website hosted by HomeAdvisor by
spamming from some other source); trolling (posting controversial messages in
newsgroups to generate responses); mailbombing (inundating a user with email
without any serious intent to correspond or sending large or multiple files to
a user); propagating chain
letters; and subscribing someone else to an electronic mailing list without
that person's permission. A message is considered unsolicited if is posted in
violation of a newsgroup charter or sent to a recipient who has not requested
the message. Making an email address available to the public does not
constitute a request to receive messages. Distribution of mass emailing
programs is also prohibited. All recipients on a mailing list must have
personally subscribed. Mailing lists may not be used to distribute unsolicited
email. If you are repeatedly mailbombed or attract such behavior, we may
terminate your Services, your account, and/or terminate this Agreement.

HomeAdvisor may disclose the usernames of accounts responsible
for forged email messages to system administrators or users requesting the
information. If you receive so much email that HomeAdvisor resources are
affected, HomeAdvisor staff may shut down your mailbox.

5.SYSTEM
SECURITY

If you are involved in violations of system security, HomeAdvisor
reserves the right to release all usernames of users involved in such
violations to system administrators at other sites in order to assist them in
resolving security incidents. HomeAdvisor will also fully cooperate with law
enforcement authorities in investigating suspected lawbreakers.

6.SYSTEM
RESOURCES

System abuse includes any use of HomeAdvisor resources that
disrupts the normal use of its servers or services for others. Examples of
system abuse include running excessive numbers of processes or consuming
excessive amounts of CPU time, memory or disk space. Any usage of 5% or more of
HomeAdvisor's system resources is an undue burden on HomeAdvisor's system and
is unacceptable. If your usage ever exceeds 5% of HomeAdvisor's (or its third
party providers') system resources, your account may be terminated immediately
and without prior notice. Further, running programs in the background on a
HomeAdvisor server without HomeAdvisor's prior written authorization, or
running chat rooms, Internet Relay Chat, IRC bots, more than 1,000 emails a day
and the like are not acceptable uses of HomeAdvisor's servers. If you exceed
this level of activity, please contact your account representative and we will
direct you to a provider which is set up for such 'heavy' activity. Due to
their use of flat files instead of databases, we do not allow the use of UBB or
YABB bulletin boards. Use of these boards for large or very active forums may
result in system performance degradation, and cannot be allowed in our shared
server environment. We suggest using VBulletin or phpBB as more efficient,
database-driven alternatives to these bulletin boards.

7.OTHER.

You are prohibited from installing your own chat rooms. We may
allow programs to run continually in the background. These are considered on a
case-by-case basis and an extra charge will be incurred based on system
resources used and operational maintenance needed. IRC and IRC bots are
strictly prohibited on our servers. Domain pointers are to be used for the
purpose of having more than one way to find the same site, not for the purposes
of sharing an account among multiple sites. A domain pointer may not be set up
to reference a subdirectory within an existing Web hosting account served by
HomeAdvisor's Underlying Connectivity Provider or any other provider.

8.REPORTS
OF ABUSE

All complaints of abuse, violation and misuse of the Services,
whether described in this HomeAdvisor Acceptable Use Policy, shall be
investigated promptly. If you are not sure if your actions will be an abuse,
violation or misuse, please ask us at customercare@HomeAdvisor. You are responsible for
all use of your website, with or without your knowledge or consent.